Director at U.S. GoldMining (USGO) exercises 250 RSUs, holds 1,883 shares

Rhea-AI Filing Summary

U.S. GoldMining Inc. director Laura Schmidt exercised 250 Restricted Stock Units into 250 shares of common stock on June 16, 2026. These units are part of a 1,000-unit grant from December 16, 2025 that vests in four equal quarterly installments. Following the transaction, she directly holds 1,883 common shares and 500 remaining Restricted Stock Units, reflecting routine equity compensation rather than an open-market trade.

Insider Trade Summary

250 shares exercised/converted

Mixed 2 txns

Insider Schmidt Laura

Role null

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	250	$0.00	--
Exercise	Common Stock	250	$0.00	--

Holdings After Transaction: Restricted Stock Units — 500 shares (Direct, null); Common Stock — 1,883 shares (Direct, null)

Footnotes (1)

1. Each Restricted Stock Unit represents the right to receive, at settlement, one share of common stock. On December 16, 2025, the reporting person was granted 1,000 Restricted Stock Units. The Restricted Stock Units vest in four equal installments, 25% shall vest 3 months from December 16, 2025 (the "Grant Date"), 25% shall vest 6 months from the Grant Date, 25% shall vest 9 months from the Grant Date, and 25% shall vest 12 months from Grant Date.

Key Figures

RSUs exercised: 250 units Common shares after transaction: 1,883 shares RSUs remaining: 500 units +1 more

4 metrics

RSUs exercised 250 units Converted into 250 common shares on June 16, 2026

Common shares after transaction 1,883 shares Directly held by Laura Schmidt following exercise

RSUs remaining 500 units Outstanding from the same equity award after the exercise

Original RSU grant 1,000 units Granted on December 16, 2025, vesting in four 25% installments

Key Terms

Restricted Stock Units, derivative security, vest

3 terms

Restricted Stock Units financial

"Each Restricted Stock Unit represents the right to receive, at settlement, one share of common stock."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

derivative security financial

"transaction_code_description: Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

vest financial

"The Restricted Stock Units vest in four equal installments, 25% shall vest 3 months from December 16, 2025"

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Schmidt Laura

(Last) (First) (Middle)

1830 - 1188 W. GEORGIA STREET

(Street)

VANCOUVER A1 V6E 4A2

(City) (State) (Zip)

BRITISH COLUMBIA, CANADA

(Country)

2. Issuer Name and Ticker or Trading Symbol
U.S. GoldMining Inc. [ USGO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/16/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/16/2026		M		250	A	(1)	1,883	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	06/16/2026		M			250	(2)	(2)	Common Stock	250	$0	500	D

Explanation of Responses:

1. Each Restricted Stock Unit represents the right to receive, at settlement, one share of common stock.

2. On December 16, 2025, the reporting person was granted 1,000 Restricted Stock Units. The Restricted Stock Units vest in four equal installments, 25% shall vest 3 months from December 16, 2025 (the "Grant Date"), 25% shall vest 6 months from the Grant Date, 25% shall vest 9 months from the Grant Date, and 25% shall vest 12 months from Grant Date.

	/s/ Laura Schmidt	06/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did U.S. GoldMining (USGO) report for Laura Schmidt?

U.S. GoldMining reported that director Laura Schmidt exercised 250 Restricted Stock Units into 250 common shares on June 16, 2026. This was an equity compensation event, not an open-market stock purchase or sale.

How many U.S. GoldMining (USGO) shares does Laura Schmidt hold after this Form 4?

After the reported transactions, Laura Schmidt directly holds 1,883 shares of U.S. GoldMining common stock. She also has 500 Restricted Stock Units outstanding from a prior equity award that continues to vest over time.

What is the origin of the 250 RSUs exercised by Laura Schmidt at U.S. GoldMining (USGO)?

The 250 Restricted Stock Units exercised are part of a 1,000-unit grant awarded on December 16, 2025. The grant vests in four equal 25% installments over 12 months from the grant date, according to the disclosure.

Is Laura Schmidt’s U.S. GoldMining (USGO) Form 4 an open-market stock purchase or sale?

The Form 4 reflects a derivative exercise of Restricted Stock Units, not an open-market trade. Schmidt received 250 common shares at a stated price of $0.00 per share as part of her director equity compensation package.

How many Restricted Stock Units remain from Laura Schmidt’s U.S. GoldMining (USGO) grant?

Following the June 16, 2026 transaction, 500 Restricted Stock Units from the original 1,000-unit grant remain outstanding. These units continue to vest in line with the four-installment schedule described in the award terms.